The Research On The Litigation Subject Of The Litigation Of The Resolution Flaws Of Shareholders’ Meeting

The resolution of the shareholders’ meeting is the company’s decision, which ismade by the shareholders in accordance with the principle of "capital majoritydecision” in the shareholders’ meeting in a joint stock limited company, Theresolution of the shareholders’ meeting will turn the shareholders’ consensus into thecompany’s decision, and have the legal effects on the internal institutions and internalpersonnel of company. Once the content or the procedure of the resolution haveflaws,it will have threats to the trade security and stability of the company,and makedamages to the shareholders and other related-interest persons. The legal remedy ofthe resolution flaws of the shareholders’ meeting has been regulated by the law in allcountries and regions.Company Law of China regulates the litigation institution of the resolution flawsof the shareholders’ meeting in article22.But the legislation of this institution still hassome unclear rules, especially the litigation subjects of the invalid and revocableresolution have unclear regulations.This paper will have a discussion to the litigationsubjects of the resolution flaws of the shareholders’ meeting.This paper contains three parties,which are introduction, body and conclusion.Introduction mainly introduced the problems in our litigation subject institutionof the resolution flaws of the shareholders’ meeting. The main problems of ourcountry’s existing legal system of the resolution flaws of the shareholders’ meeting include: the litigation type is non-reasonable, the litigation subjects have unclear rulesand narrow range,and so on.The body includes four parts.The first part is the subject qualification analysis,which discusses from twoaspects. On the one hand, the special problems of the company’s internal litigation areanalyzed. The company litigation with characteristics of pus and specific subjects, is akind of remedy for the disputes between the company’s internal personnel andinternal organization. On the other hand, subject qualification of the company’sinternal litigation is discussed. According to the civil litigation theory, the properparties of civil litigation shall have the interests of litigation with the litigation object.The interests of litigation has different specific criteria in different litigation type.Inthis part, the interests of litigation of confirmation litigation and formation litigationwhich are involved in the litigation of the resolution flaws of the shareholders’meeting is discussed.Subject qualification of the company’s internal litigation hasparticularity.The second part is status analysis of subject qualification of the resolution flawsof the shareholders’ meeting. This part describes our country’s law and the problemsexisting in reality. Our country’s laws include Company Law, Cause of Action ofCivil Cases issued by the supreme people’s court, Judicial interpretation of CompanyLaw,and rule and regulation issued by the China Securities Regulatory Commission.The problems existed in the resolution flaws of the shareholders’ meeting which shallbe resolved, include unreasonable litigation type, non-clear and narrow litigationsubjects.The third part is influence analysis of litigation subject institution of theresolution flaws of the shareholders’ meeting. This part analyzes the influencesrespectively from the litigation reasons,the litigation types and the legal validity oflitigation judgement.The litigation reasons include procedure flaws and content flaws.Procedure flaws include the convening procedure flaws and the resolution methodflaws. Content flaws include the situations which violate laws, administrativeregulations and the corporation bond. Main classification of the litigation type of resolution flaws include “two types” and “three types”.”Two types” includes invalidresolution and revocable resolution.”Three types” adds nonexistent resolution.Thispaper shall respectively describe the three litigation types. The legal validity oflitigation judgement include res judicata and retroactive force.This paper will discussthe influences of litigation subject institution of res judicata and retroactive force.The fourth part designs the litigation subject structure of the resolution flaws ofthe shareholders’ meeting. This part respectively analyzes the plaintiff,the defendant,and third person of the litigation of the resolution flaws of the shareholders’ meeting.Conclusion summarizes the litigation subject structure of the resolution flaws ofthe shareholders’ meeting.